Item 1.01 Entry into a Material Definitive Agreement.

Business Combination Agreement

On January 31, 2021, Software Acquisition Group Inc. II, a Delaware corporation ("SWAG") entered into a business combination agreement (the "Business Combination Agreement") with Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (the "Company" or "Otonomo") and Butterbur Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub").

Pursuant to the Business Combination Agreement, Merger Sub will merge with and into SWAG, with SWAG surviving the merger (the "Business Combination"). As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (the "Transactions") SWAG will become a wholly owned subsidiary of the Company, with the securityholders of SWAG becoming securityholders of the Company.

The pro forma equity valuation of the Company upon consummation of the Transactions is expected to be approximately $1.4 billion. Upon consummation of the Transactions (the "Effective Time"), assuming none of SWAG's public stockholders demand redemption ("SPAC Redemptions") pursuant to SWAG's amended and restated certificate of incorporation, the securityholders of the Company and certain members of the Company's management ("Company Management") will own approximately 74% of the outstanding ordinary shares of the Company ("Company Ordinary Shares") and the securityholders of SWAG and the Investors purchasing PIPE shares (as defined below) will own the remaining Company Ordinary Shares.

The following securities issuances will be made by the Company to SWAG securityholders at the Effective Time and in each case assume the Stock Split (as defined below) has occurred: (i) each share of Class A common stock of SWAG and each share of Class B common stock of SWAG will be exchanged for one Company Ordinary Share and (ii) each outstanding warrant of SWAG will be assumed by the Company and will become a warrant of the company ("Company Warrant") (with the number of Company Ordinary Shares underlying the Company Warrant and the exercise price of such Company Warrants subject to adjustment in accordance with the terms of the Business Combination Agreement).

Immediately prior to the Effective Time, each preferred share of the Company will be converted into one Company Ordinary Share. Additionally, the Company will issue securities pursuant to the Subscription Agreements, as described in more detail below.

The Company Ordinary Shares to be received by Software Acquisition Holding II LLC (the "Sponsor"), and the Company Ordinary Shares held by certain of the Company's current equityholders and Company Management will be subject to the transfer restrictions described below under the heading "Confidentiality and Lockup Agreement."





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Adjustments to Consideration

Prior to the Effective Time, the Company intends to effect a stock split to cause the value of the outstanding Company Ordinary Shares immediately prior to the Effective Time to equal $10.00 per share (the "Stock Split").

The Transactions are targeted to be consummated in the first half of 2021, after the required approval by the stockholders of SWAG ("SWAG Stockholder Approval"), ordinary and preferred shareholders of the Company ("Company Shareholder Approval"), and preferred shareholders of the Company ("Company Preferred Shareholder Approval") and the fulfillment of certain other conditions.





Governance

After the consummation of the Transactions, the current officers of the Company will remain officers of the Company. The size of the board of directors of the Company will be increased and one director will initially be designated by the Sponsor.

Representations and Warranties

The Business Combination Agreement contains representations and warranties of the Company and its subsidiaries, including Merger Sub, relating to, among other things, proper organization and qualification; capitalization; the authorization, performance and enforceability against the Company of the Business Combination Agreement; financial statements; absence of undisclosed liabilities; governmental actions and filings; permits; material contracts; absence of certain changes; litigation; compliance with laws; benefit plans; environmental matters; intellectual property; privacy; labor matters; insurance; tax matters; brokers' fees; real and personal property; transactions with affiliates; compliance with international trade and anti-corruption laws; governmental grants; and the execution of the Subscription Agreements.

The Business Combination Agreement contains representations and warranties of SWAG relating to, among other things, proper organization and qualification; the authorization, performance and enforceability against SWAG of the Business Combination Agreement; governmental actions and filings; brokers' fees; information to be supplied for the Company's filing of the Registration Statement (as defined below); capitalization; reports filed with the Securities and Exchange Commission ("SEC"), compliance with the Sarbanes-Oxley Act; SWAG's trust account; indebtedness; transactions with affiliates; litigation; compliance with laws; restrictions on business activities; SWAG's internal controls, financial statements, Nasdaq listing; absence of undisclosed liabilities; tax matters; material contracts; absence of changes; employee benefit matters; the execution of the Sponsor Support Agreement; status under the Investment Company Act; the absence of poison pill or similar antitakeover matters; compliance with international trade and anti-corruption laws; and non-Israeli residence.





Covenants

The Business Combination Agreement includes customary covenants of the parties with respect to business operations prior to consummation of the Transactions and efforts to satisfy conditions to the consummation of the Transactions. The Business Combination Agreement also contains additional covenants of the parties, including, among others, covenants providing for SWAG and the Company to cooperate in the preparation of the Registration Statement on Form F-4 required to be prepared in connection with the Business Combination (the "Registration Statement") and for the Company to terminate certain existing investor rights agreements with its securityholders.

Additionally, prior to the Effective Time, SWAG will transfer the intellectual property rights relating to its name, trading symbols, and internet domain name, and certain material relating to its evaluation of alternative business combinations, to a third party.





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Conditions to Closing



General Conditions

In addition, the consummation of the Transactions is conditioned upon, among other things:

? no order, judgment, injunction, decree, writ, stipulation, determination or

award, in each case, entered by or with any governmental authority or statute,

rule or regulation that is in effect and prohibits or enjoins the consummation


   of the Transactions;
. . .

Item 7.01 Regulation FD Disclosure.

Furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the press release jointly issued by the parties announcing the Transactions.

Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by reference is the investor presentation that was used by the Company in connection with the sale of Company Ordinary Shares to the to the PIPE Investors and the Secondary Investor.

Furnished herewith as Exhibit 99.3 is a transcript of a webcast first posted on February 1, 2021 in connection with the announcement of the Transactions.

The information set forth below under this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.





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Item 8.01 Other Events



PIPE Subscription Agreements

On January 31, 2021, the Company entered into subscription agreements (each, a "Subscription Agreement") with certain investors (the "PIPE Investors") pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors, an aggregate of 14,250,000 Company Ordinary Shares (on a post-Stock Split basis) for an aggregate purchase price of $142,500,000.00 immediately following the Effective Time, on the terms and subject to the conditions set forth therein. The Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and each PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the Transactions. In addition, on January 31, 2021, certain Company shareholders (the "Selling Holders") entered into a share purchase agreement (the "Share Purchase Agreement") with an investor (the "Secondary Investor") pursuant to which, among other things, the Secondary Investor agreed to purchase 3,000,000 Company Ordinary Shares (on a post-Stock Split basis) from the Selling Holders for an aggregate purchase price of $30,000,000. The Share Purchase Agreement contains customary representations and warranties of the Selling Holders, on the one hand, and the Secondary Investor, on the other hand, and customary conditions to closing, including the consummation of the Transactions.





Additional information

This Current Report on Form 8-K (this "Report") relates to a proposed business combination between the Company and SWAG. In connection with the proposed business combination, the Company intends to file a registration statement on Form F-4 that will include a proxy statement of SWAG in connection with SWAG's solicitation of proxies for the vote by SWAG's stockholders with respect to the proposed Business Combination and a prospectus of the Company. The proxy statement/prospectus will be sent to all SWAG stockholders and the Company and SWAG will also file other documents regarding the proposed Business Combination with the SEC. This Report does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Before making any voting or investment decision, investors and security holders are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Business Combination as they become available because they will contain important information about the proposed Transactions.

Investors and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by the Company and SWAG through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by the Company may be obtained free of charge from the Company's website at www.otonomo.io or by written request to the Company at Otonomo Technologies Ltd., 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel.





Participants in Solicitation

The Company, SWAG and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from SWAG's shareholders with respect to the proposed Business Combination. You can find information about SWAG's directors and executive officers and their ownership of SWAG's securities in SWAG's final prospectus relating to its initial public offering, dated September 14, 2020, which was filed with the SEC on September 15, 2020 and is available free of charge at the SEC's web site at www.sec.gov. Additional information regarding the participants in the solicitation of proxies from SWAG's shareholders and their direct and indirect interests will be included in the proxy statement/prospectus for the proposed Business Combination when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.





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Forward-Looking Statements

This Report includes forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination between the Company and SWAG, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the products and services offered by the Company and the markets in which it operates, and the Company's projected future results. These forward-looking statements are generally identified by terminology such as "believe," "may," "will," "potentially," "estimate," "continue," "anticipate," "intend," "could," "would," "project," "target," "plan," "expect," or the negatives of these terms or variations of them or similar terminology. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by SWAG and its management, and the Company and its management, as the case may be, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Report, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of SWAG's securities, (ii) the risk that the transaction may not be completed by SWAG's Business Combination deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by SWAG, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Business Combination agreement by the shareholders of SWAG and the Company, the satisfaction of the minimum trust account amount following redemptions by SWAG's public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether to pursue the proposed Business Combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination agreement, (vi) the effect of the announcement or pendency of the transaction on the Company's business relationships, performance, and business generally, (vii) risks that the proposed Business Combination disrupts current plans of the Company and potential difficulties in the Company employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings that may be instituted against the Company or against SWAG related to the Business Combination agreement or the proposed Business Combination, (ix) the ability of the Company to list the Company Ordinary Shares on the Nasdaq, (x) volatility in the price of the combined company's securities due to a variety of factors, including changes in the competitive and highly regulated industries in which the Company plans to operate, variations in performance across competitors, changes in laws and regulations affecting the Company's business and changes in the combined capital structure, and (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination, and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of SWAG's, Quarterly Report on Form 10-Q, and other documents filed by SWAG from time to time with the U.S. Securities and Exchange Commission (the "SEC") and the registration statement on Form F-4 and proxy statement/prospectus discussed above. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company and SWAG assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.





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Nothing in this Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Report, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither the Company nor SWAG undertakes any duty to update these forward-looking statements.

Any financial and capitalization information or projections in this Report are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company's and SWAG's control. While such information and projections are necessarily speculative, the Company and SWAG believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to . . .

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits:



Exhibit                                 Description

2.1†        Business Combination Agreement, dated as of January 31, 2021, by and
          among Software Acquisition Group Inc. II, Butterbur Merger Sub Inc. and
          Otonomo Technologies Ltd.

10.1        Confidentiality and Lockup Agreement, dated as of January 31, 2021,
          between Software Acquisition Group Inc. II, Otonomo Technologies Ltd.
          and the other parties named therein.

10.2        Registration Rights Agreement, dated as of January 31, 2021, by and
          among between Otonomo Technologies Ltd. and the investors named on the
          signature pages thereto.

10.3        Sponsor Letter Agreement, dated January 31, 2021, by and among
          Software Acquisition Holdings II LLC, Software Acquisition Group Inc. II
          and Otonomo Technologies Ltd.

10.4        Form of Support Agreement, dated as of January 31, 2021, between
          Otonomo Technologies Ltd., Software Acquisition Group Inc. II, and the
          securityholders of Otonomo Technologies Ltd. named on the signature
          pages thereto

99.1        Press Release, dated February 1, 2021

99.2        Investor Presentation

99.3        Webcast Transcript

† Certain of the exhibits and schedules to this Exhibit have been omitted in


   accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
   supplementally a copy of all omitted exhibits and schedules to the Securities
   and Exchange Commission upon its request.




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